An investor who intends to commence any business must first make a decision on the form of business in which to operate.

In Nigeria, there are two main forms a business can take. The business could either take the form of a registered business name or an incorporated company.

The Companies and Allied Matters Act 1990 ("CAMA") provides for the processes and procedures for registration of these forms of business.

1. A REGISTERED BUSINESS NAME

A Business Name is registered under Part B of CAMA. Businesses registered under this Part are normally Sole Proprietorships and ordinary Partnerships.

Registration Procedure For A Business Name

Step A: Reservation of Name

This is the first step prior to the registration of a Business Name in Nigeria.

An investor is required to supply proposed alternative name options for the Business Name in the prescribed form to the Corporate Affairs Commission ('CAC'). The CAC will then determine whether or not any of the proposed names are available for use. Where any are deemed available and approved by the CAC, one of the options will be reserved for that particular investor for a period of sixty days to allow for registration.

Step B: Submission of the following documents to the CAC:

  • The approved reservation of name form
  • Duly completed Business Name registration form.
  • 2 (Two) passport size photographs of each investor
  • Certificates of professional qualification where necessary

Step C: Payment of the prescribed fees and stamp duties at the bank desk at the CAC

Step D: Registration and provision of Certificate

2. AN INCORPORATED COMPANY

There are different types of incorporated companies in Nigeria.

We have the limited liability Companies which can either be private or public company; the companies limited by Guarantee and the unlimited liability Companies. There are also Incorporated Trustees which are incorporated companies for non-profit organizations such as Religious Bodies, Associations, and Non-Governmental Organizations

Procedure For Incorporation Of A Company

CAMA provides under Part A for the procedure of incorporation for limited and unlimited liability companies, and also for companies limited by guarantee. The procedure is as follows:

Step A: Reservation of Name

This is the first step prior to the incorporation of any company in Nigeria.

An investor is required to supply proposed alternative name options for the Company in the prescribed form to the CAC. The CAC will then determine whether or not any of the proposed names are available for use. Where any are deemed available and approved by the CAC, one of the options will be reserved for that particular investor for a period of sixty days to allow for incorporation.

Step B: Submission of the following documents to the CAC:

  • The approved reservation of name form
  • Duly Completed Incorporation Forms
  • Duly stamped Memorandum and Article of Association (2 copies)
  • Certification of proficiency where required.
  • Copies of Means of Identification of the Directors

Step C: Payment of the prescribed fees and stamp duties at the Bank Desk at the CAC

Step D: Incorporation and provision of Certificate

Procedure For Incorporation Of Incorporated Trustees

CAMA provides under Part C for the procedure of incorporation for Incorporated Trustees and the procedure is as follows:

Step A: Reservation of Name

As stated previously, this is the first step prior to incorporation of any company in Nigeria.

An investor is required to supply proposed alternative name options for the Company in the prescribed form to the Corporate Affairs Commission ('CAC'). The CAC will then determine whether or not any of the proposed names are available for use. Where any are deemed available and approved by the CAC, one of the options will be reserved for that particular investor for a period of sixty days to allow for incorporation.

Step B: Submission of the following documents to the CAC:

  • The approved reservation of name form
  • Duly Completed Incorporation Forms
  • Formal application for registration signed by the chairman and secretary
  • Extracts of minutes of general meeting appointing trustees and adoption special clause in the constitution signed by the chairman and secretary
  • Two printed copies of the constitution
  • Trustees declaration form duly deposed to by each trustee in the high court
  • Impression of the common seal of the association on the application form
  • Notice of the situation of the address of the association or any change therein
  • Payment of filing fee
  • The extracts of minutes shall list members present and the voting pattern
  • Cuttings( or National Library certified copy) of publication page of 3 " x 2 notice of application for registration in two daily newspapers one of which must circulate in the locality of the association and the other a national newspaper
  • The notice of application published in the newspaper shall state the name and principal object of the association, the full names of the proposed trustees and invite objections to the name, objects or persons stated as trustees of the association within 28 days of publication
  • Thumb prints by an illiterate trustees or officer shall be accompanied by an illiterate jurat.

Step C: Payment of the prescribed fees and stamp duties at the Bank Desk at the CAC

Step D: Incorporation and provision of Certificate

Other Requirements For Company Registration

CAMA requires a minimum of two directors and two shareholders to form a company. The directors and shareholders can be of any nationality, and need not be resident of Nigeria.

CAMA requires every foreign company who intends to do business in Nigeria to register a separate entity in Nigeria for that purpose. Notwithstanding this requirement, the law created instances where a foreign company can be exempted from the requirement of registration.

Please note that foreign investors may own up to 100% of any Nigerian business except in the Maritime sector as provided in the Cabotage Act.

Every company after registration is required to disclose on its letterhead papers, the following;

  • Name of the company/Business Name
  • Registered Address of the Company/Business Name
  • RC Number/BN Number of the Company
  • Names of Directors of the Company

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.